I have a group of friends that get together every Thursday night to play poker. We are also rabid race fans and every ten years for the past ten years we have gotten together on the last Sunday in May to watch the Indy 500. Every year about the time the race starts we make a vow that next year we will go see the race in person. Every year nothing comes of it and we kick ourselves for not doing anything. Every year this happens.

Until this year.

As usual the adrenalin started to flow as Jim Nabors sang “Back Home Again in Indiana” and Tony Hulman’s widow said “Gentlemen start your engines.” Bill was the first to say it.

“Guys, we’ve got to go to Indy next year. Let’s cut out the bullshit and just do it.”

John and Larry echoed his sentiments and the rest of us nodded our heads. Then we all laughed. Our pledge to go to the race had become as much a ritual as what was going on at the track. We each knew we were whistling in the wind and that nothing would come of it.

“Well guys, if we finally get serious about it” Bill said, “We’ve got to make a plan and start doing something about it tomorrow and not one day later. I’ve heard that tickets for the following year are sold out almost as soon as race weekend is over. We can’t waste any time.”

“You’re right Bill” I said. “Do you have something in mind?”

Bill was the methodical one in the group and if he said something like that he probably knew exactly what should be done.

“I have a list of things that we have to do to make it happen. There are jobs here for everyone. If we each do our share we can be sitting at the track a year from today. You guys interested?”

“Count me in” Bob said and everyone else said “Me to.”

Okay then, here is a list of the things I can think of that we need to do. A couple of them, sending in for tickets and calling to get a place to stay need to be done right away. That means tomorrow. “I’ve already got the address for the tickets and a phone number to call about motel room. The rest of the jobs aren’t so urgent.

Before the tenth lap of the race was over we had divided up the list of jobs. We enjoyed the race more than ever because we knew somehow next year we would really be there in person. Instead of procrastinating and losing our chance again Bill got the tickets ordered and John made motel reservations. The rest of took our jobs seriously also. We were going to have an experience to remember.

We got together every few weeks and watched other Indy car races and talked about our favorite teams and drivers and before we knew it the first of May was upon us. Finally the big day was just a week away. All of the arrangements for the trip had been completed. Bob had purchased drinks and snacks for in the van and in our rooms. Jack had selected where we would eat and had made reservations. He had even ordered us buckets of chicken to take to the track on race day.

Larry had the route mapped out for us and he had even located the rest stops on the way. I was going to drive everyone in my van. We were going to leave early Saturday morning (4am) which would get us to our motel around midafternoon. We’d have some time to relax and swim or something before we went to dinner. We were all set. Even the weather forecast was good. We were as excited as little kids before Christmas.

On the Friday morning just before we were to leave Bill called me all upset.

“Alex, we have a problem. Larry’s wife just called to say that his father is very ill and Larry is on his way to Los Angeles to be with him. He won’t be able to go.”

Why is that a problem?”

“Larry gave his ticket to Mark and Mark is using it to bring his wife Beth along.”

“Again, why is that a problem?”

“You know Beth; she’s a terrible flirt and I’m not all that sure that having her around is a good idea. It doesn’t seem to matter all that much when we only see her for a couple of hours at a party, but full time for the length of time we will be gone? Also we only have two rooms reserved for the six of us. Someone will have to share a room with her and Mark.”

“I still don’t see a problem with it. They can share a room with me.”

“Maybe I’m worried over nothing, but I’ve just got a bad feeling about it. I’ve always had the feeling that she would have gone farther than flirting if Mark and our wives weren’t around.”

“You don’t have to worry about it. Mark will be there.”

“Yeah, but you know Mark and how he gets when he drinks. Three or four beers and he is out of it and you know as well as I do we will be drinking on this little outing.”

“I still don’t think you need to worry. Things are going to be all right.”

“God I hope so.”

Well I hoped so too. I did spend some time thinking on it. I gave Jack a call to see what his thinking was on the problem.

“Beth would sure improve the scenery” he said when I asked him what he thought.

I had one more call to make. I called Beth. I’d known her since middle school and I was as close to her as a man could be to another man’s wife without fucking her. She was the closest female friend I had. That friendship had come out of the fact that we had once had the screaming hots for each other and had fucked up a storm through half of the eleventh grade and all of the twelfth. We had even flirted with the idea of marriage, but education put a stop to that idea. Beth had gotten a full ride scholarship to Michigan State and we had drifted apart. I’d joined the Army and when I was discharged and came home after putting in six years she was married to Mark.

I got a job at Wellington Industries and that is where I met Bill. He invited me to a barbeque at his house one weekend and that’s when I met Mark. I was standing there being introduced to him when a female voice hollered out “Alex” and Beth came running over to me and threw her arms around me. Mark said:

“I take it that you already know my wife.”

Beth let go of me and said “Alex and I went to high school together. I haven’t seen him since I went off to college and he joined the Army.”

Then Bill led me away and introduced me to some of the others at the party.

Later in the party Beth caught up with me.

“I need a favor Alex.”

“Name it and if I can do it I will.”

“Mark doesn’t know of my past with you and as a friend of Bill’s it is likely you will be around a lot. Please, please, please don’t let anyone know of our past together. If it got back to Mark it could cause all sorts of problems for me.”

“My lips are sealed sweetie. No one will hear of it from me.”

After that Beth turned into my best female friend. So close in fact that she appointed herself my social secretary and she was always trying to fix me up with one friend of hers or another. I got laid a lot, but none of them turned into a long range relationship. The main reason for that was that none of them ever ‘clicked’ with me.

Anyway, I called her and told her about Bill’s worries and asked her if she was sure she wanted to go. She told me she could handle it and I dropped the subject. I called Bill right after dinner and told him that I’d called Beth and explained his worries and she said she could handle it. There was a brief pause as he considered what I said and then he asked:

“Is she aware that we are sharing two rooms?”

“She is and she promised not to hog the bathroom.”

“Yeah, and the sun will come up in the west tomorrow. I guess we can work it out. It’s only for one night. Okay. See you in the morning? Are you picking me up?”

“At four if that’s okay. That’s fine. I’ll see you then” and he hung up.

Bill had no sooner hung up on me when the phone rang again. It was Mark. Something had come up at work and he wouldn’t be able to ride to Indy with us.

“I’ll catch a flight out Saturday afternoon and join you at the motel. I need a favor. Can you watch over Beth for me?”

“She should be all right. She’ll be with friends.”

“I know, but to be honest there is one friend in the group that I’m not all that sure of.”

“Who would that be?”

“Jack. I know that Jack is attracted to my pretty blond wife and you know as well as I do that Jack is a dyed in the wool pussy hound. I trust Beth, but I don’t trust Jack not to try and take advantage of the situation.”

“I’ll keep an eye on things.”

“Thanks. I’ll owe you one.”

The next morning I was up early so I could load the van. Mark dropped Beth off and as I drove over to pick up the others I again voiced Bill’s worries and told her what Mark had said to me about Jack and she repeated what she’d told me on the phone.

“No worries babe; I can handle Jack.”

By four-thirty I had picked everyone up and we were on the road. The drive to Indianapolis normally would take eight hours, but we planned to make a couple of pit stops on the way so it would take a bit longer.

Beth started the trip sitting up front with me, but at our first rest stop Jack talked Beth into sitting in the back with him. “Alex shouldn’t have all the beauty to himself” is what he said. Beth laughingly agreed to sit with him. They had known each other a long time and Jack sometimes got pretty direct in his come-ons, bur Beth had always held her own and kept things under control without hurting Jack’s feelings.

Things were pretty quiet for the next leg of the trip. Bob sat up front with me and we chatted about nothing in particular. I heard occasional giggles from Beth in the back, but didn’t think much of it until she started laughing loudly and I could see in the rearview mirror that she was moving around quickly as if she was trying to get away from Jack. The she yelled “Cut that out Jack.” We all turned to see what was going on and the two of them were sitting on opposite ends of the bench seat with embarrassed grins on their faces. I wondered what Jack had done to provoke such an outburst, but I figured if Beth had a problem she wouldn’t be sitting there like nothing happened.

At the next stop I asked Beth if everything was all right. “Is Jack behaving badly?”

“Everything is fine. He just tried to tickle me because I told him I wasn’t ticklish. He accidently got a handful of my left boob when I tried to get loose from him. That’s when I yelled.”

“Knowing Jack it probably really wasn’t an accident. Maybe you should move back up front with me.”

“I’m sure I’ll be fine. I’d like to stretch out a bit and maybe take a nap. Unless you would rather I moved.”

“It’s up to you. I just don’t want anything to happen that might upset you and ruin the trip.

I really didn’t think Jack would go too far and I was sure Beth wouldn’t let things get really out of hand so I didn’t press the point.

On the last leg of the trip Beth got out a blanket and laid down on the rear seat with her head on Jack’s lap. She appeared to fall asleep and I didn’t hear any more noises from them. The rest of us chatted occasionally, but mostly the other guys dozed while I drove. We arrived at our motel about two-thirty and checked in at our motel. As we unloaded the van I asked Beth if Jack was behaving himself.

“Well” she said blushing slightly, “I didn’t want to make an issue of it, but his hands were pretty busy under my blanket. It made me feel kind of like I was at the drive-n back in high school. I got a funny kind of kick out of it so I didn’t make a scene. When he tried a couple of times to progress from playing with my boobs to reaching under my skirt I had to push his hand away. The second time I did it rather forcefully and I guess he got the message.”

“I’m sorry that happened. I’ll speak to Jack about it. He has no business doing stuff like that.”

“Don’t do that. No harm was done. I’ll deal with him. I don’t want there to be a big scene on my account. This isn’t the first time he’s gotten a little too friendly. I’ve dealt with him before.”

I was surprised by Beth’s remark because I hadn’t any idea that Jack was making moves on the wives of our friends. I was about to ask more about when Bill came up and said the van was unloaded and I needed to move it away from the entrance to the motel.

When we got to our rooms we discovered that we had adjoining rooms with a connecting door. Both rooms had double beds so it would be me, Mark and Beth in one and the other guys next door to us.

The rest of the afternoon went buy quickly and uneventfully. We all put on our swimsuits and spent a couple of hours at the motel’s heated pool. We each had a couple of drinks, but no one got even close to drunk. We all left the pool in time to get dressed and go to the bar for a couple of drinks before dinner.

Beth wanted to change into something dressier than the t-shirt and denim skirt that she’d worn on the trip down. When she came out of the bathroom after changing she looked stunning. A frilly white blouse and a tight navy skirt that ended two or three inches above the knees. The outfit accentuated her 36c breasts and firm ass. Bob and Jack whistled in appreciation when they saw her and even stodgy old Bill complimented her as he looked her over. The guys were used to seeing Beth in loose fitting jeans and a baggy shirt and with her short haircut she looked like a tomboy.

Jack said “I knew you would be a lot prettier to have along than Larry.”

“Thanks guys. A woman does like to be appreciated.”

We each had a drink or two at the motel bar before heading for the restaurant for dinner. We told the girl at the desk where we were going so she could tell Mark when he arrived. As we ate the guys paid a lot of attention to Beth. They hung on her every word and they couldn’t seem to take their eyes off of her.

“What’s the plan for after dinner” Beth asked as we finished dessert. “It’s still early. Anyone feel like dancing?”

“We had planned to go back to the motel and play cards” John said, “But I don’t mind if we do something else first though. How about the rest of you?”

Everyone said they were all right with the idea. We got our check and asked the waiter where we could find a place that had dancing. He gave us directions to a place, we settled up our tab and headed out.

When we got to the place we found us a table in the back and scrounged up enough chairs for the group. I hadn’t even sat down before Beth grabbed my arm and pulled me toward the dance floor. As we held each other for a slow dance Beth asked:

“Do you think Mark would mind if I danced with the other guys? I mean I feel kind of bad now when I realize they don’t have anyone to dance with. I wasn’t thinking when I suggested we do this.”

“I doubt it. We are all friends.”

After a couple of dances I led Beth back to the table.

“All right” she asked, “Who is next?”

Bill was the first to get up and take Beth back out onto the floor He was followed by Jack, then John and finally Bob. It was over a half hour later before it was my turn again. “How’s it going’ I asked when she and I got back out onto the floor.

“Well, Jack was Jack. He had his hand on my ass and told him this wasn’t the place for stuff like that and to stop it or I was going to slap hm. He got all excited and asked me if that meant he could do it later.”

“And just what did you say to that?”

“I said anything you want Jack. Just don’t embarrass me here. He really liked that answer and I felt his dick get hard. He pulled me tight against him so I would really feel him. He felt really big. I was tempted to reach down and feel it just to see how big it really was, but of course I didn’t.”

“I assume everyone else is behaving then selves okay?”

“They are, but I was amused to notice that John got hard while we were dancing. He tried to hide it by pulling back from me, but I’m afraid I was a naughty girl and I pressed myself against him as he tried to get away. He seemed a bit embarrassed about it.”

“I imagine that you’ve noticed that I’m the same way right now.”

“I’ve noticed” Beth said as she rubbed her pelvis against me. “All these hard cocks around me have gotten me horny. I just wish there was somewhere here were we could go right now to do something about it.”

I got the sudden feeling that the dynamics of the evening had just changed. I remembered the hot times we had before she left for college and honestly had to say to myself that I wouldn’t mind reliving those times. I wisely (at least I think it was wise) decided not to start anything, but just go along with the flow.

“You had best be careful young lady. I told your hubby I would keep an eye on you and keep you safe, but I remember what we had way back when and I’m not all that sure I can trust myself if you don’t give me some help to keep things under control.”

“I remember those days too and fondly. But I’m not all that sure that I can control myself. I’m so horny right now that even Jack is starting to look good.”

“If you did Jack you know the rest of the guys would get jealous.”

“You’re right” she said with a grin. “I guess I’d have to do them all. Now isn’t that a hell of a thought.”

I decided that I’d had enough dancing so I led Beth back to the table and said I thought we’d had best be getting back to the motel.

No one said much as we drove back to the motel and when we got there we checked the front desk to see if Mark had checked in yet. There was a message from him that he had missed his flight and he would catch the first one out in the morning.

When we got to our rooms Beth asked, “What are we going to do now? Play cards?”

“Yeah. That sounds great” Jack replied. “How does a little poker sound? Do you know how to play poker Beth?”

“I do and I’m pretty good at it. I hope you boys brought plenty of cash because I usually win.”

“Well if you think you’re so good at it why don’t we play strip poker?”

There was a collective gasp from the rest of the guys, but Beth said “Sure; if you’ve got the guts.”

“Hell; I’m willing to take a chance if there is a chance I can see you naked” John said bluntly.’

“Me too” Bob said. “What about you Bill? You want to play?”

“Yeah Bill; you aren’t going to spoil our fun are you?”

Bill was obviously uncomfortable with the idea, but he shrugged and said “I’m in.”

Beth turned to me. “What do you say babysitter?”

It was time for me to jump in.

“Whoa up here guys. Aren’t you forgetting something here? This is Mark’s wife you are getting a little loose with. You need to step back and lighten up.”

“For Christ’s sake Alex; it’s only a game.”

“Yes, but it is a card game where clothes are going to come off. How do you think Mark is going to look at you guys when he hears about it?”